an unforgettable train ride home

Shining was with twilight far away from ponyville they had got on a train heading to the crystal empire twilight looked at her BBBFF that is sitting across from her, twilight looked at shining while he was looking out the window she got up and forced his head to her then kissed him on the lips shinning looked at her surprised while twilight looked away.

shinny just sat there staring at her, astonished she actually kissed him like that. She turned back to him and they stared into each other's eyes. Suddenly, shinny seen a look in her eyes and became very scared. He started to back away, but was tackled by twilight as she vigorously attacked his lips with hers.

He tried to resist, but when twili took his stallion-hood into her hoof, he almost fainted. He stopped resisting and allowed her tongue to slip into his mouth and he connected it with his.

A few moments later, they pulled from their kiss. shinings eyes widened as he remembered she still held his now aroused stallion-hood. twilight pulled herself down by his member and gave it a lick. shining gasped, and tried to stop her. But she proceeded and licked it again. After a few licks, shining gave up and let her continue. He laid onto his back, and rested his head as he closed his eyes.

Suddenly, he opened them and seen twilight was a short distance from him sleeping in the corner. He was confused at first, and looked down at his stallion-hood to see it was safe in its sheath. He let out a sigh of relief and realized it was a dream. He had indeed admitted his feelings, and they did kiss; but that last part was just a dream.

He soon found that his gaze fixated on twilight, and he found her very pretty while she slept. Before he knew it, his hoof was inching toward her and he couldn't stop himself. He felt her soft fur, and was lost as he continued.

twili felt someone rubbing her fur, and let out a soft growl. She then started to stir, and opened her eyes to see shinning rubbing her fur.

"bbbff? What are you-" she began to ask, but he rubbed a sensitive spot, and she lost herself as she arched her body with his hoof; while letting out a long, pleasured purr.

Shining heard the purr, and continued his activity that pleasured twilight. He rubbed along the same sensitive spot, and twili continued to purr and arch her body with his hoof. She enjoyed the petting, and never wanted shinning to stop. She rolled over onto her back, and brought her front hoofs up by her chest and spread her back legs.(Like what a dog does when they want their belly rubbed)

"Don't stop" she said as she wanted him to continue and rub her underbelly. He obliged to her wish, and rubbed her belly. She moaned and closed her eyes and was enjoying every moment of this pleasure. But she began to get a warm, itchy feeling in her lower region, and wanted to be pleasured there. She waited for shining, and allowed him to proceed at his own pace.

Soon he made it in between her legs, and got nervous having his hoof close to her entrance. He glanced up at her, and she gave him a nod to proceed. He proceeded, and rubbed her slit. She shuddered with pleasure, and spread her legs farther to give him access.

He seen this, and continued to rub her entrance. He then picked up a sweet smell emitting from her hole, and decided to give it an experimental lick. She moaned loudly, and wanted more. He loved the taste, and licked again. Then he gave a long, slow lick from the bottom of her slit to the top.

He then slid his tongue inside her, and swirled it around. Twili moaned even louder, and brought her hoofs to his head, and pushed down. Shinny  was pushed down to her hole, and continued to lick her inside walls. She shuddered again, and removed her paws to let him proceed.

He then sped up his pace, and licked her pussy like mad. She panted and moaned, and was lost in pleasure. Moments later, twilight felt her climax building.

"shining, I'm going to cum" she warned, and he went to maximum speed. She tensed up, and with a loud howl of pleasure, she sprayed her juices all over his face. He licked her juices off his face, and licked the rest of the juices off the back of her legs.

She then walked up next to the debating shinning, and gently pushed him onto his back.

"Twili, what are you-" he began, but she licked his member; causing him to stop mid-sentence. "Oh...oh twilight...y-yes, t-twilight"

She then took a sniff of his lower region, and the aroma was enticing to her.

"Oh shining...I never knew you smelled so fresh, yet so masculine..." she said as she became entranced by his scent.

She then ferociously sucked him down, and he was lost in the intense suckage. He laid there with his mouth open and his tongue hanging out, and his eyes closed to savor his enjoyment of twili's activity. After a few seconds of intense pleasure, he started to pant.

Twilight was sucking him so ferociously, his body rocked back and forth, and he continued to pant. She knew now that he was going to finish what he started, and continued her way of persuasion.

A few moments later, shining felt his climax building, but was too dazed to even think about warning her. He then tensed up, and then bucked his hips a little as he released his load. The thick, white substance shot out quicker and more forceful than a bullet out of a firearm, and she swallowed it all down as it squirted into her mouth. A few seconds later, his seminal load ceased and twili gave his tip a quick lick to get the excess cum.

After she finished, she collapsed on his underbelly, panting; exhausted from her activity. Shining looked her in the eyes as he brought his hoof to the back of her neck and rubbed her mane.

"Oh twili...that was amazing!" he moaned as he stroked the mane of the purple fur pony that gave him his intense pleasure.

After a few moments of regaining their breath, they both got up; twilight was up first and started the next stage of the 'process' by flapping her tail up and exposing her slit.

"Go ahead, mate with me shinny." Twili said in a trance-like voice. His eyes widened, and he looked at her and she gave him a confirming nod.

Shining nearly jumped on her from excitement, but just mounted her. He adjusted himself so all his weight wasn't on her, and tried to align his member with her slit.

He finally aligned his member with her entrance, and slid it into her. She let out a moan, and he at the same time gasped at the feeling. She was so tight and wet inside, and he slowly pumped back and forth, starting off easy since it was their first time.

He then slowly sped up his pace, but lost himself, and humped her harder and faster. She let out a whimper from the sudden increase of speed and force, and he heard it and eased up.

"I-I'm so sorry...I didn't mean to lose control like that." He apologized, and begged for forgiveness.

"It's ok, I'm fine...please continue." she said.

He continued, and humped her at that same fast and hard pace. She let out an ecstasy-filled moan. He seen she enjoyed this, and increased his speed and force. Her moan turned to a cry of pleasure, and he pushed deeper. He was madly trying to breach her now, and kept pushing, trying to get his knot into her.

"Push shining, push!" she cried out as she wanted his knot in her as much he did.

"I'm pushing, I'm pushing!" he cried back as he attempted to breach her. As he tried to breach her, twili dug her hoofs into the wood floor and gritted her teeth. Eventually he breached her, and she screamed with pleasure. He felt her walls close in on his member, and he gave a final thrust inward, and breached her womb.

"Oh, yes! Yes shining!" she cried out as he breached her womb, and finally relaxed as he prepared to inject his seed into her.

"I'm gonna..." he began, feeling his climax rising, "I'm gonna...CUM!" and with that, he shot his thick, white seed into her. He exhaled heavily with relief, and collapsed on her back and allowed his seed to fill her up.

As shinny ejaculated, twilight licked his muzzle as he panted. He was completely exhausted from his activity, and it created so much excitement for him, he felt he would have a heart attack. Several moments later, he didn't stop panting like he should have; and it worried twili.

Shining, are you going to be alright?" she asked worriedly. He didn't reply, and continued panting. Then suddenly his breathing dropped dramatically, and he stopped moving.

"Oh no, shining!" she cried as she tried to help him, shinning, please don't die on me now!"

Shining's breathing then stopped all together. He just lay on her back not breathing or anything. As tears poured down her face, she tried to pull off his member, but was stuck. No matter how badly she wanted to help him, all she could do was lower to the ground and wait until she could pull off.

For several moments she tried everything to bring him back, but none of it worked. Then, she decided to try one more thing. Shinny's member was now shrunk, and she slid herself off it, and it slid out of her with ease. She then flipped the unconcious omega onto his back. She brought her muzzle down by his cock, and licked it. At first nothing happened, but when she licked it once more; it began to grow.

She seen it erecting, and brought her head up to his chest and listened for a heartbeat. Thump...Thump...Thump...Thump...Thump. His breathing was returning. Twili quickly brought her head back down to his erect member, and massaged it with her tongue.

His breathing gradually went back to normal, and she continued to lick his cock. Then, she slid her mouth around it, and sucked it slowly at first. Shinning eventually opened his eyes, and looked down to see twilight sucking his member. She seen his expression, and ferociously sucked him down yet again.

He gasped, and then laid back to enjoy this. He then gaped his mouth open, let his tongue hang out, and moaned in pleasure. Twili sucked him so ferociously, his body rocked back and forth again, and he loved being sucked like this by twilight.

After several moments of intense pleasure, shinning felt his climax building; but couldn't warn twili due to the extreme suckage he was receiving.

Seconds later, he tensed up and shot his seminal load into her mouth as he let out a sigh of relief. Twili licked up all the fluids, and collapsed on his underbelly, panting; exhausted from her intense activity.

"Oh, twilight..." Shining moaned as he stroked her mane, "That...was...amazing." he said for the second time. They then fell asleep in each other's arms, smiles on their faces, and their tails intwined.